BUENOS AIRES, Argentina, July 19, 2024 /PRNewswire/ — Transportadora de Gas del Sur S.A. (“TGS,” the “Company” or “we”) today announced the expiration and tender results of the previously-announced offer by the Company to purchase for cash (the “Offer”) from each registered holder (each, a “Holder” and, collectively, the “Holders”) any and all of its outstanding 6.750% senior notes due 2025 (the “Notes”) issued by the Company under the indenture dated as of May 2, 2018 (the “Indenture”).
The Offer expired at 5:00 p.m., New York City time, on July 19, 2024 (such date and time, the “Expiration Date”).
The Company has been advised that, as of the Expiration Date, U.S.$299,439,000 in aggregate principal amount of Notes, or approximately 63.67% of the Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Offer. Additionally, U.S.$150,000 in aggregate principal amount of Notes, or approximately 0.03% of the Notes outstanding have been tendered pursuant to guaranteed delivery procedures.
The Company has accepted for purchase all of the Notes validly tendered in the Offer and not validly withdrawn on or prior to the Expiration Date. Notes accepted for purchase, including Notes tendered pursuant to guaranteed delivery procedures, will be paid in full by the Company on July 24, 2024 (the “Settlement Date”).
The Offer was made by the Company pursuant to the offer to purchase dated July 15, 2024 (the “Offer to Purchase”) and the related guaranteed delivery instruction (together with the Offer to Purchase, the “Offer Documents”). The principal purpose of the Offer was to purchase for cash any and all of the outstanding Notes. The Company intends to finance the purchase of the Notes with the proceeds of a concurrent issuance of notes.
The Notes and other information relating to the Offer are listed in the table below:
|
Notes |
CUSIP / ISIN / Common Code |
Outstanding Principal |
Offer Consideration(1) (2) |
|||
|
6.750% Senior Notes |
893870 AX3 / US893870AX30 / P9308R AZ6 / USP9308RAZ66 / |
U.S.$470,324,000 |
U.S.$1,000 |
(1) Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. The Offer Consideration does not include accrued interest.
(2) Holders will also receive accrued interest from and including the last interest payment date for the Notes up to but not including the Settlement Date.
Holders who had validly tendered and not withdrawn their Notes at or before the Expiration Date are entitled to receive U.S.$1,000 per U.S.$1,000 principal amount of the Notes tendered (the “Offer Consideration”), on the Settlement Date. In addition, Holders whose Notes were purchased in the Offer will receive accrued and unpaid interest from and including the last interest payment date for the Notes up to but not including the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.
The obligation of the Company to pay for Notes validly tendered pursuant to the Offer, or Notes with respect to which a properly completed guaranteed delivery instruction was delivered at or prior to the Expiration Date, is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of the Company. The terms and conditions of the Offer are described in the Offer Documents previously distributed to the Holders.
The Company has retained Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC. to serve as the dealer managers for the Offer, and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. to act as local information agent in Argentina. Questions regarding the Offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3785 (toll-free), Itau BBA USA Securities, Inc. at (888) 770-4828 (toll-free), J.P. Morgan Securities LLC at (212) 834-7279 (collect) or at (866) 846-2874 (toll-free) and/or to Santander US Capital Markets LLC at (212) 350-0660 (collect) or at (855) 404-3636 (toll-free). Requests for documents may be directed to Morrow Sodali International LLC, the information and tender agent for the Offer, by e-mail at [email protected], or by telephone in Stamford at +1 203 658 9457 or in London at +44 20 4513 6933.
Documents relating to the Offer, including the Offer to Purchase and guaranteed delivery instruction, are also available at https://projects.morrowsodali.com/tgs.
None of the Company, the dealer managers or the information agents make any recommendations as to whether Holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not a recommendation and is not an offer to sell or a solicitation of an offer to buy any security. The Offer is being made solely pursuant to the Offer Documents.
The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.
The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The new notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the new notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the new notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The new notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended, the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the new notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the new notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to update any forward-looking statement or other information contained in this press release to reflect events or circumstances occurring after the date of this press release or to reflect the occurrence of unanticipated events or circumstances, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
About TGS
TGS is the leader in Argentina in the transportation of natural gas, transporting approximately 60% of the gas consumed in the country, through more than 5,700 miles of gas pipelines, with a firm-contracted capacity of 83.1 MMm3/d. We are one of the main natural gas processors. In addition, our infrastructure investments in Vaca Muerta formation place us as one of the main midstreamers in Argentina. Our shares are traded on NYSE (New York Stock Exchange) and BYMA (Bolsas y Mercados Argentinos S.A.). Our controlling company is Compañía de Inversiones de Energía S.A. (“CIESA”), which owns 51% of the total share capital. CIESA’s shareholders are: (i) Pampa Energía S.A. with 50%, and led by the Sielecki family, (i) Grupo Investor Petroquímica S.L. (GIP) and (ii) PCT L.L.C. hold the remaining 50%.
For further information, see our website https://www.tgs.com.ar/inversores/servicio-parainversores?lang=EN or contact:
Name: Leandro Pérez Castaño
Phone: (54-11)-4371-5100
Email: [email protected]
SOURCE TRANSPORTADORA DE GAS DEL SUR S.A.
